Università Roma Tre

Introduction to US company law – double sovereignty (state and federal) – the role of
equity.
The role of law in regulating companies – Model acts – Uniform acts.
The formation of corporations – the incorporation – the choice of the state of incorporation
– regulatory competition – “race to the top” and “race to the bottom” – internal affairs
doctrine – the effects of incorporation – limited liability – operations before incorporation
and in case of defective incorporation.
Limited liability – the economic reasons of limited liability and its rationale – the effects on
creditors – the abuse of the corporate form – piercing the corporate veil – the case of
corporate groups.
The financial structure of the corporation (1) – common stock and preferred stock – the
authorization and issuance of stock – pre-emptive rights – the policy of dividends and the
role of courts.
The financial structure of the corporation (2) – debt securities – bonds and debentures –
powers of vote.
The organization of corporations (1) – shareholders’ powers – voting power – fundamental
changes – business combinations – sale of all or substantially all of corporate assets –
shareholders’ rights.
The organization of corporations (2) – the board of directors and its committees – executive
compensation and the case of stock options – directors’ duties – business judgment rule –
duty of care – duty of loyalty – duty of good faith.
Transactions on corporate control – hostile takeovers – the role of management and
shareholders’ powers – corporate defenses – Delaware law and the role of Delaware courts.


The course is based on interactive lessons. Students are encouraged to participate in the
discussion of cases and legal materials presented during the classes. Furthermore, students
are requested to present cases to the class. Lectures of US professors are also planned.

Students’ evaluation shall be based on both class work/contribution and on an oral final
exam.

Readings and course materials shall be provided during the course